blfs-20250331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

____________________________________________________

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from to

Commission File Number 001-36362

____________________________________________________

BioLife Solutions, Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________


Delaware			94-3076866
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

3303 Monte Villa Parkway, Suite 310, Bothell, Washington, 98021

(Address of registrant’s principal executive offices, Zip Code)

(425) 402-1400

(Telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol	Name of exchange on which registered
Common stock, par value $0.001 per share	BLFS	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (S232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit said files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company o Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

As of May 1, 2025, 47,561,171 shares of the registrant’s common stock were outstanding.

Table of Contents

BIOLIFE SOLUTIONS, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 2025

TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION		3

Item 1.	Unaudited Condensed Consolidated Financial Statements	3

	Unaudited Condensed Consolidated Balance Sheets as of March 3 1 , 202 5 and December 31, 202 4	3

	Unaudited Condensed Consolidated Statements of Operations for the three months ended Ma rch 3 1 , 202 5 and 202 4	4

	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 3 1 , 202 5 and 202 4	5

	Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three months ended March 3 1 , 202 5 and 202 4	6

	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 3 1 , 202 5 and 202 4	7

	Notes to Unaudited Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	40

Item 4.	Controls and Procedures	40

PART II. OTHER INFORMATION		41

Item 1.	Legal Proceedings	41

Item 1A.	Risk Factors	41

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41

Item 3.	Defaults Upon Senior Securities	41

Item 4.	Mine Safety Disclosures	41

Item 5.	Other Information	41

Item 6.	Exhibits	42

	Signatures	43

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BioLife Solutions, Inc.

Unaudited Condensed Consolidated Balance Sheets


	March 31,		December 31,
(In thousands, except per share and share data)	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	66,945	$	95,386
Available-for-sale securities, current portion	21,635		9,198
Accounts receivable, trade, net of allowance for credit losses of $117 and $153 as of March 31, 2025 and December 31, 2024, respectively	9,167		9,168
Inventories	27,566		29,013
Prepaid expenses and other current assets	5,816		5,996
Total current assets	131,129		148,761

Assets held for rent, net	5,690		6,103
Property and equipment, net	6,605		6,084
Operating lease right-of-use assets, net	10,128		10,674
Long-term deposits and other assets	378		379
Available-for-sale securities, long-term	19,055		4,628
Equity investments	995		995
Intangible assets, net	8,857		9,559
Goodwill	212,304		212,304
Total assets	$	395,141	$	399,487

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	3,297	$	3,573
Accrued expenses and other current liabilities	8,213		12,451
Sales taxes payable	3,929		4,256
Lease liabilities, operating, current portion	1,835		1,511
Debt, current portion	10,449		10,943
Total current liabilities	27,723		32,734

Lease liabilities, operating, long-term	12,165		12,723
Debt, long-term	2,499		4,997
Deferred tax liabilities	130		124
Total liabilities	42,517		50,578
Commitments and contingencies (Note 11)

Shareholders’ equity:
Preferred stock, $0.001 par value; 1,000,000 shares authorized, Series A, 4,250 shares designated, and 0 shares issued and outstanding as of March 31, 2025 and December 31, 2024	-		-
Common stock, $0.001 par value; 150,000,000 shares authorized, 47,548,431 and 46,906,765 shares issued and outstanding, respectively, as of March 31, 2025 and December 31, 2024	48		47
Additional paid-in capital	688,092		683,939
Accumulated other comprehensive loss, net of taxes	33		24
Accumulated deficit	(335,549)		(335,101)
Total shareholders’ equity	352,624		348,909
Total liabilities and shareholders’ equity	$	395,141	$	399,487

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Table of Contents

BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Operations


	Three Months Ended March 31,
(In thousands, except per share and share data)		2025		2024

Product revenue		$	22,299	$	16,743
Service revenue		60		25
Rental revenue		1,582		1,665
Total product, rental, and service revenue		23,941		18,433
Costs and operating expenses:
Cost of product revenue (exclusive of intangible assets amortization)		7,109		5,136
Cost of service revenue (exclusive of intangible assets amortization)		10		-
Cost of rental revenue (exclusive of intangible assets amortization)		1,036		1,056
General and administrative		11,501		10,397
Sales and marketing		2,597		2,376
Research and development		2,204		2,075
Intangible asset amortization		702		688
Total operating expenses		25,159		21,728
Operating loss		(1,218)		(3,295)

Other income:

Interest income (expense), net		681		(140)
Other income		103		253
Total other income, net		784		113

Loss before income tax expense		(434)		(3,182)
Income tax expense		(14)		(17)
Net loss from continuing operations		(448)		(3,199)

Discontinued operations:
Loss from discontinued operations before income tax expense		-		(6,908)
Income tax expense		-		(114)
Loss from discontinued operations		-		(7,022)

Net loss		$	(448)	$	(10,221)

Loss from continuing operations, attributable to common shareholders:
Basic and Diluted		$	(448)	$	(3,199)
Loss from discontinued operations, attributable to common shareholders:
Basic and Diluted		$	-	$	(7,022)
Loss per share from continuing operations, attributable to common shareholders:
Basic and Diluted		$	(0.01)	$	(0.07)
Loss per share from discontinued operations, attributable to common shareholders:
Basic and Diluted		$	-	$	(0.15)
Net loss attributable to common shareholders:
Basic and Diluted		$	(448)	$	(10,221)
Net loss per share attributable to common shareholders:
Basic and Diluted		$	(0.01)	$	(0.22)
Weighted average shares used to compute loss per share attributable to common shareholders:
Basic and Diluted		47,134,720		45,432,426

The accompanying notes are an integral part of these Unaudited Condensed Consolidated Financial Statements.

Table of Contents

BioLife Solutions, Inc.

Unaudited Condensed Consolidated Statements of Comprehensive Loss


	Three Months Ended March 31,
(In thousands)		2025		2024

Net loss		$	(448)	$	(10,221)

Other comprehensive income (loss):
Foreign currency translation adjustment, net of tax

SEC Form 10-Q filed by BioLife Solutions Inc.